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Greenstreet Online Limited TERMS AND CONDITIONS
OF TRADING – July 2008
1. DEFINITIONS
1.1 Within these terms and conditions:-
1.1.1 The term “Seller” means Greenstreet Online Limited.
1.1.2 The term “Buyer”
means the person, firm or company to whom the Seller agrees to sell Goods.
1.1.3
The term “Goods” means any item or part of an item supplied by the Seller to the
Buyer under the terms of a contract of sale.
2. APPLICATION
2.1 Any quotation
or estimate given by the Seller is deemed to be an invitation to treat and the contract
between the Seller and the Buyer shall be constituted by, and no binding obligation
on
the part of the Seller shall arise until acceptance by the Seller, whether
by the seller’s formal acknowledgment or otherwise of the Buyers order.
2.2 All
quotations are given, all orders are accepted and all contracts are entered into
by the Seller of the sale of Goods subject to these terms and conditions and all
previous terms and conditions of the seller (and any terms and conditions stipulated
by the Buyer) are hereby superseded and excluded unless otherwise expressly agreed
in writing by the Seller.
2.3 These terms and conditions shall constitute the
entire agreement between the Buyer and the Seller for the supply of Goods. Any additions
to or modifications of these terms and conditions must be in writing and authorised
by the signature of a Director of the Seller.
3 CAPACITY OF BUYER
3.1 If the
Buyer is acting on behalf of or as agent for any other person, firm or company,
he must notify the Seller of this fact in writing to entering into a contract to
purchase Goods from the
Seller. In the absence of such notification the Buyer
shall be solely responsible for the performance to the contract.
3.2 In entering
into any contract with the Seller, the Buyer warrants that (being a company) he
is not insolvent (within the meaning of the Insolvency Act 1986) or (being an individual)
he is not the subject of any order in bankruptcy and that he has full power and
capacity to enter into the contract for the supply of Goods, and is over the age
of 18.
4. INFORMATION
4.1 Any information provided by the Seller by word of
mouth or in written form in any brochure, specification, drawing, catalogue, description,
illustration, price list or advertising material represents an indication only of
the Goods described and, save as expressly provided in these terms and conditions,
shall not constitute any warranty or representation (whether express or implied)
as to the quality of the Goods.
5. DELIVERY
5.1 Unless otherwise expressly
agreed in writing, the Seller shall procure delivery of the Goods to a single destination
specified in any quotation or acceptance of order. The Buyer shall bear and there
shall be added to the invoice price all costs including packing, transport and insurance
incurred by the Seller in effecting delivery on all orders below a minimum order
value set by the Seller from time to time.
5.2 All orders are accepted by the
Seller subject to availability of Goods. Any date for availability of the Goods
or for delivery of the Goods supplied to the Buyer by the Seller (whether before
or after contract) is an estimate only and shall not be binding on the Seller, Time
of delivery shall not be of the essence of any contract and the Seller shall not
be liable for any loss or damage whatsoever arising directly or indirectly from
any failure to effect delivery within any such period of time.
5.3 In the event
that a date for delivery is notified to the Buyer and the Seller is unable to deliver
the goods by such date, and the Goods shall not have been delivered within 15 days
of such date, either party may at its option (exercised by notice in writing) cancel
the contract for the supply of Goods and in such circumstances neither party shall
be liable in any manner arising out of the contract or in respect of such cancellation.
5.4 In the event that the date for delivery is notified to the Buyer and the Buyer
fails to accept delivery of the goods on the due date then:
(i) the Goods shall
be deemed to have been delivered upon that date and the risk of destruction or loss
or damage to the Goods shall thereupon pass to the Buyer: and
(ii) the Seller
shall arrange for storage and insurance of the Goods until delivery is effected
subject to reimbursement from the Buyer of all costs reasonably incurred by the
Seller in connection with such storage and insurance; and
(iii) in the event
that there shall have been any increase in the published prices of the Goods or
the cost of delivery between the original delivery date so notified and the actual
date of delivery, the Seller shall be entitled to charge the Buyer for the Goods
at any such increased prices.
6. CANCELLATION
6.1 Save as provided in clause
3.4 if at any time the Buyer purports to cancel the contract or refuses to accept
delivery of the Goods, he shall become liable to the Seller for the total contract
price of the Goods and any delivery charges incurred by the Seller less any amount
(net of costs and expenses) which the Seller may realise from the sale or disposal
of the Goods elsewhere.
7. ACCEPTANCE
7.1 The Buyer shall inspect the Goods
immediately on delivery and shall notify the Seller in writing within 48 hours of
any damage or defects noted and of any discrepancy between the Goods ordered and
those received and the Buyer undertakes
(i) to comply with any returns procedures
and price protection of stock exchange arrangements which the Seller may apply from
time to time; and
(ii) to comply in all respects with any freight carriers condition
or carriage for notifying claims for loss or damage in transit which mat be applicable
to the delivery of the Goods.
8. WARRANTY
8.1 Subject as set out in Clause
6.2 the Seller warrants that any of the Goods manufactured by the Seller shall be
free from defects as a result of faulty materials or workmanship for a period of
twelve months from the date of delivery to the Buyer. The Seller will at its sole
discretion replace or repair any Goods of its own manufacture which are found and
reported to the Seller to be defective as a result of faulty materials or workmanship,
within one year of the date of delivery of the Goods to the Buyer provided that:
(i) the maximum liability of the Seller for such repair or replacement shall not
exceed the total invoice value (exclusive of VAT and carriage) of the defective
Goods; and
(ii) the Buyer shall have complied with all his contractual obligations
to the Seller (including without limitation payment of all outstanding sums due);
and
(iii) the Buyer has, at his sole cost, returned the allegedly defective
Goods to the Seller for inspection PROVIDED THAT in the event that upon inspection
the Seller replaces or repairs such
Goods such reasonable costs of the Buyer
shall be reimbursed to him by the Seller.
8.2 The Seller shall not be liable
in respect of:
(i) defects in Goods which are not reported to the Seller within
one year of delivery to the Buyer (or within 90 days of the Goods being sold to
the Buyer) whichever is sooner;
(ii) defects in Goods which are not manufactured
by the Seller. In the event that such Goods prove defective, the Seller will use
all reasonable endeavours to enforce any manufacturers guarantee against the manufacture
on behalf of the Buyer, at the Buyer’s discretion and expense;
(iii) damage sustained
in transit which has not been reported in writing to the Seller within 48 hours
of delivery of the Goods to the Buyer and where the Buyer has not complied in all
respects with the terms and conditions of the freight carrier used in such transit
for justifying claims for loss or damage.
(iv) Goods which have become defective
due to improper storage, incorrect use, use for purposes other than those indicated
by the manufacturers or use other than according to the manufacturers instructions;
(v) any expenditure or loss or profits or other consequential loss howsoever caused.
8.3 The warranty given in Clause 6.1 is the sole warranties given by the Seller
in respect of the Goods and any warranties or conditions whether expressed or implied
by statute, common law or otherwise howsoever are hereby expressly PROVIDED ALWAYS
THAT nothing herein contained shall operate to exclude:
(i) any warranty or condition
in the event of the Buyer dealing as a customer as defined by section 12 of the
Unfair Contract Terms Act 1977 where the exclusion or limitation of such warranty
is forbidden by the terms thereof; or
(ii) limit or purport to exclude or limit
any liability of the Seller when such exclusion or limitation is void or unenforceable
under any applicable law.
8.4 Save as expressly provided in these terms and conditions
the Seller shall not be liable for any claim or claims for direct or indirect consequential
or incidental injury, loss or damage made by the Buyer against the Seller whether
in contract or tort (including negligence on the part of the Seller, its servants
or agents) arising out of any act, neglect or default of the Seller in the performance
of this contract.
9. PRICE AND PAYMENT
9.1 Any price of the Goods quoted to
the buyer is exclusive of VAT unless otherwise stated or other similar tax which
shall be charged (if appropriate) at the rate in force at the date of invoice. Invoices
will be submitted as the date of despatch.
9.2 Notwithstanding the terms of any
acceptance of the Buyers order by the Seller the invoice price of the Goods shall
be the Sellers list price at the date of deliver (less any discounts agreed in writing).
The Seller reserves the right to vary the list price of the Goods at any time.
9.3 Payments shall be due on or before the 31st day following the date of invoice,
unless specifically agreed otherwise in writing. Without prejudice to its other
rights in connection with late payment, in the events that payment is not made by
the due date:
(i) all sums outstanding to the Seller from the Buyer under this
or any other contract between the parties shall immediately become due and payable;
and
(ii) the Seller shall be entitled to change interest at the rate of 2.5%
per month on all outstanding payments.
(iii) the Seller shall be entitled to
suspend all deliveries of Goods to the Buyer and at its option to terminate this
contract or any other contract between the parties without any liability to the
Buyer in respect of such termination
9.4 The Seller may from time to time at
its sole discretion impose such a limit on credit extended to the Buyer as it considers
appropriate. In the event that such credit limit is exceeded at any time the Seller
reserves the right to suspend delivery of Goods until such time as the buyer has
available credit within such limit in respect of Goods ordered.
9.5 The Buyer
shall not be entitled to withold, suspend or set off payments for Goods delivered
for any reason whatsoever.
10 SALE OR RETURN
The buyer may return goods to
the seller under sale or return only if specifically agreed
in writing between the buyer and the seller before acceptance of the order by the
seller.
The seller will give credit for goods returned if they are in resaleable
condition and not more than 12 months old from the date of shipment. All returns
will be subject to a 10% restocking fee. The seller reserves the right to charge
an additional fee for any reworking needed to restore the goods to a saleable condition.
For the avoidance of doubt, the seller will not give cash refunds for goods returned
under sale or return, but will offset any outstanding
balances in favour of the buyer against future orders.
11 TITLE AND RISK
11.1
The risk in the Goods will pass to the Buyer on dispatch of the Goods by the Seller.
11.2 Notwithstanding Clause 8.1 the Goods shall remain the property of the Seller
until the full purchase price of the Goods comprised in this or any other contract
between the parties has been paid by the Buyer and if payment is made by cheque
until clearance has taken place.
11.3 Between the time of despatch of the Goods
and the time when ownership passes to the Buyer as set out in 8.2 above, the Buyer
shall have possession of the Goods solely as bailee for the Seller and during such
period:
(i) the Buyer shall store the Goods in such a way that they can be readily
identified as being the Sellers property; and
(ii) the Buyer shall on request
inform the Seller of the precise location of each item of the Goods identified by
supplying the Seller at the Buyers expense within 7 days of the Sellers request
with a written schedule of the said location; and
(iii) the Buyer shall be at
liberty to sell the Goods to third parties in the course of the Buyers business
PROVIDED THAT the proceeds of sale shall be held on trust for the Seller; and
(iv) the Buyer shall return the Goods to the Seller on demand and the Seller
shall be entitled to go upon the property of the Buyer and repossess and remove
the Goods.
12. COPYRIGHT
12.1 the Buyer acknowledges the Goods supplied by
the Seller incorporate copyright material protected by law in the UK and elsewhere
and that the Goods can only be used in accordance with the terms of licence granted
by the seller in respect of the Goods. Neither the Buyer nor the purchaser from
the Buyer has any right to copy all or any part of the Goods in any manner whatsoever
except as presented in any end user licence associated with the product. The Buyer
further acknowledges that no title to ownership in any software incorporated into
the Goods is transferred to the Buyer or any subsequent purchaser of the Goods.
The Buyer undertakes to use all reasonable endeavours to draw to the attention of
any third party purchaser of the Goods the terms and condition of the product licence
and the restrictions upon use of copyright materials incorporated into the Goods.
12.2 The Seller has the sole right to negotiate with and defend any action or claim
arising from any allegation that the Goods supplied infringe the copyright (or other
intellectual property rights) of any third party.
12.3 The Buyer undertakes in
all advertising or other documentation he produces relating to the Goods to annotate
and attribute correctly all Trade and Registration marks.
13. THE GOODS
13.1
The Buyer undertakes not to add, subtract or change anything comprising the Goods
supplied and to supply the Goods to third parties in such manner as they are delivered
by the Seller to Buyer.
14. GENERAL
14.1 Neither of the parties shall be liable
to the other in respect of any claim arising hereunder where the same arises by
reason of any act or cause beyond the reasonable control of such party.
14.2
The rights of the Seller shall not be prejudiced or restricted in any way by any
indulgence or forebearance extended to the Buyer and not waivered by the Seller
in respect of any breach by the Buyer shall operate as a waiver in respect of any
subsequent breach.
14.3 These terms and conditions and any contract between the
Seller and the Buyer incorporation the same shall be governed by and construed exclusively
in accordance with English law.
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